Conversion of Partnership Firm in to LLP

Conversion of Partnership Firm to LLP

INTRODUCTION

• In India, one can form different forms of businesses like – Partnership Firms, Limited Liability Partnership, Private Limited Company, One Person Company, Sole Proprietorship, Public Company.
• Thus, as an entrepreneur, once has to analyses all these forms and choose the best one that suits them the most. All of the forms of businesses, have different obligations, advantages, and disadvantages.
• Considering partnership, as one of the forms of business, we can make out that the biggest disadvantages in forms is that, they have unlimited liability in respect of its partners, which indeed puts their personal assets at high risk.
• To cope up with this demerit, another form of business came up, which have limited liability in respect of its partner and this form is known as the Limited Liability Partnership. After the introduction of the concept of LLP, many entrepreneurs are looking to convert their partnerships firms, to LLP, to have a benefit of limited liability of partners.
• The reason for such a shift in the thinking is due to the fact that LLPs provide greater flexibility, no ceiling limit on number of partners and the most important limited liability of partners.
• LLP is generally found to be the most suited form for small and medium-sized businesses, because these businesses are more prone to liquidation and winding up.

Benefits of Forming/Converting to LLP

The following benefits can be availed by the person, after forming/converting their business to LLP –

• PARTNERS ARE THE AGENT OF LLP – One of the main features is that, all the partners of the LLP, shall be agents of such LLP i.e., any act of partners will make the LLP accountable for the same but any partner’s act cannot bind another partner. Thus, partners of the LLP cannot be held liable and responsible for the misconduct or negligence of another partner.
• CONTROL OVER MANAGEMENT – Partners of LLPs have full control over the business affairs and can freely sort out their management problems.
• LIMITED LIABILITY – under LLP, the partners have limited liability, meaning, that in case the assets of the LLP become insufficient to pay any liability, then the partners would be liable to pay only to the extent of their contribution in the company and it does not pose any risk to their personal assets.
• LACK OF REQUISITE MEMBERS – Where the total number of partners reduces to 1, due to any disability or death of any partner, the remaining partner can still continue the business operations, provided a new partner joins the LLP within 6 months from the date, the total partners fall below 2.
• NUMBER OF PARTNER – Unlike a partnership firm, and LLP shall have a minimum of 2 partners who will be the designated partners. There is no ceiling on the maximum partners.
• SEPARATE LEGAL ENTITY – LLP, unlike partnership firm, is a body corporate having separate legal entity from its partners. Thus, they can hold assets their own name and can also sue or be sued by any other person.
• COST INVOLVED – The cost of formation of LLP is quite lesser than other forms of business and also the compliance cost is also very less.
• PERPETUAL SUCCESSION – LLP, just like a company is having perpetual succession, which means that the retirement, death, and leaving of firm by any partner or group of partners, will not affect the existence of the LLP.
• NO REQUIREMENT IN RESPECT OF MINIMUM CAPITAL– There is no requirement, as to have a minimum capital contribution for the establishment of the LLP.
• NO MUTUAL AGENCY – The partners of the LLP cannot be held liable and responsible for the misconduct or negligence of other partner.
• EASE OF FORMATION – LLP is much simpler and less time consuming in terms of formation.
• EASE OF COMPLAINCE AND RESTRICTIONS – There are very less restriction and compliances required to be fulfilled by the LLP.
• EASE IN RAISING FUNDS – An LLP can get access to funds from Banks and NBFCs, quite easily.

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Documentation for conversion of Partnership Firm to LLP

The following documents shall be required for the purpose of conversion –

• The name by which the proposed LLP be addresses.
• Information regarding the partnership deed of the firm, if any.
• Details as to the Digital Signature Certificate of the applicant.
• Brief detail related to the capital contribution of each partner in the proposed LLP
• Amount of capital with which the LLP is expected to be registered.
• Information related to the registered office of the partnership firm.
• Documents evidencing the identity of the partners like – their Voter ID, Aadhaar card, PAN card etc.
• Utility bill of the Partnership Firm in the form of the Electricity Bill or Water Bill, providing the full address of the place of business.
• Lease deed or Ownership Documents of the property, where the registered office of the Firm is located.
• Permanent Account Number of all the Partners of the firm.
• Audited statement of accounts of the Partnership firm.
• Information related to the Bank Account opened by the firm to undertake their business transactions.
• Objects for which the firm was incorporated.
• Duel authorized NOC from the owner of the premises, where such premise is taken on lease.

POST INCORPORATION DOCUMENTS

• Copy of the Certificate of Incorporation, duly authorized and issued by the Ministry of Corporate Affairs.

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Conditions conversion of Partnership Firm to LLP

• Conversion of a partnership firm to an LLP be done as per the Section 55 of the Limited Liability Partnership Act 2008.
• Also, it is provided that all the partners of the firm shall become the partners of the LLP. Thus, no new partners or the existing partners shall become the partners of LLP.
• whole partners shall have a valid Digital Signature Certificate (DSC) and they all must appoint at least two partners, as designated partners, and the said partners shall hold a DPIN.
• All the partners of the firm are required to give their consent for the said conversion.

Procedure for conversion of Partnership Firm to LLP

1. NAME APPROVAL AND DSC

Name Approval

• Applicant is required to register and logging into the MCA portal.
• After successful login, look for RUN – LLP” option under the MCA Services tab.
• Thereafter selecting the said tab, the page will redirect to RUN page, which is for reserving the name for the proposed entity.
• Select the “Conversion of Firm into LLP” option.
• Provide two names for the proposed LLP.
• Along with the name, provide the supporting documents as required on the page, and the same be provided in the PDF format.
• Once all the required documents are uploaded, click on the submit button.
• The aforesaid page will again be redirected to a payment gateway and the applicant would be required to pay the fees for reservation which is Rs. 200.
• Reserved names shall be validity for a period of 90 days.

Digital Signature Certificates

• After reserving the name, all the Designated Partners of the LLP are required to hold a DSC in their name, and in case they do not hold one, they shall apply for the same.

2. FILING OF FORMS WITH ROC

FORM 17 : It is the application and contains the statement for conversion of a firm into LLP. The application form shall be furnished with the following information –

• • • The Service Request Number generated on successful submission of the RUN – LLP form.
    • Name of the Proposed LLP provided in the RUN application.
    • information about firm like – its Name, address, registration and partnership agreement (if any).
    • information’s of the partners in respect of the number of partners and their respective capital contribution in the said firm.
    • Details related to the secured creditors of the firm.

SUPPORTING DOCUMENTS

• • • Statement providing the consent of all the partners for conversion of their firm.
    • Details statement providing information regarding the assets and liabilities of the firm, duly certified by a practising Chartered Accountant.
    • Audited copy of the latest Income Tax Return filed by the firm.
    • A statement containing the list of all the secured creditors along with their consent.
    • Other supporting document as may be required.

FORM FILLIP

Is the form for incorporation of LLP. The same be furnished with the following information –

• • • Details pertaining to the RUN – LLP will automatically get filled.
    • The information related to the registered office of the partnership firm.
    • Nature of business activities to be undertaken by the LLP.
    • All the details of the partners, designated partners, along with their DINs, DPINs and PANs.
    • Details related to contribution made by each partner in the LLP.

SUPPORTING DOCUMENTS

• • • The Lease deed or Ownership Documents of the property, where the registered office of the Firm is located.
    • Authorized NOC from the owner of the premises, where such premise is taken on lease, along with the utility bills of not older than 2 months.
    • Copy of the NOC received from the regulatory authority governing the firm.
    • Details of the LLP along with their objects, partner
    • Documents evidencing the identity of the partners like – their Voter ID, Aadhaar card, PAN card etc.

NOTE – in case, the name of the LLP is identical to any existing Company/LLP, a copy of the Board Resolution shall also be provided serving as a No Objection Certificate.

3. ISSUE OF REGISTRATION CERTIFICATE

Once the documents and application are verified and no discrepancy if found, the MCA shall issue the Certificate of Registration to the LLP.

4. LLP AGREEMENT

Is also provided that once the certificate of incorporation is received, the LLP is required to formulate and register, an LLP agreement in the Form LLP – 3, and the same be made within 30 days from the issuance of such certificate.

LLP agreement to contain the following details –

• • Name of the proposed LLP.
  • Details of the partners including the designated partners of the LLP.
  • Amount of capital contribution by each partner, along with their profit-sharing ratio in the LLP.
  • Rules and regulation, that will govern the working of the LLP.
  • all the Rights and duties of each of the partner towards the LLP.

5. INTIMATION TO THE REGISTRAR OF FIRMS

Once the conversion is done, the LLP is required to provide an intimation to the Registrar of Firms, regarding the conversion of the firm and all the related information of the LLP shall be provided in Form – 14, within 15 days from the date of the incorporation.

This form be supported with the following documents –

• • Copy of the certificate of incorporation of the LLP, duly issued by the MCA.
  • Also, copy of the incorporation documents submitted in Form Filling LLP.

Where all the documents are found to be valid, in accordance with the provisions of the act, the Registrar shall issue the certificate of registration.

Effects of registration under LLP

• LLP will come into existence and shall be identified by the name provided in the certificate of registration.
• Assets, liabilities, rights and privileges, in respect of the firm, shall now vest in the LLP.
• The firm will cease to exist and in case the same was registered under the Indian Partnership Act 1932, the name of the firm shall be removed from the register maintained with the Registrar of Firms.
• Any proceedings pending against the firm, shall not be continued against the LLP.
• In case Any order or award, made in favour or against the firm, shall now be enforced against the LLP.
• The existing contracts and agreements of the firm, shall be continued in the name of the LLP.

Partner’s Liability Before Conversion

It is to be noted, that all the partners shall be liable for the liabilities and obligations existing as against the firm before conversion. In case, anu one partner discharges the said obligations, the LLP shall be liable to indemnified such partner accordingly.

Notice of Conversion in to LLP

The converted LLP is required to provide a statement, furnishing the information related to its conversion from a firm to an LLP and shall also provide their Name and registration number of the firm, in every official correspondence of the LLP and the same be made for a period of 12 months, starting from the date of registration.

Non Compliance

• In case of non-compliance, the LLP shall be liable for a penalty involving a minimum fine of Rs 10,000, which can be extended to Rs 1,00,000/-
• In case of succeeding default, the minimum penalty shall be of Rs 50 per day for each day of default, subject to a maximum of Rs 500 per day